PRELIMINARY SHORT FORM PROSPECTUS
PRELIMINARY SHORT FORM PROSPECTUS
LEGAL_28435420.5 A copy of this preliminary short form prospectus has been filed with the securities regulatory authorities in each of the provinces of Canada, except Québec, but has not yet become final for the purpose of the sale of securities. Information contained in this preliminary short form prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for the short form prospectus is obtained from the securities regulatory authorities. No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.
This short form prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and only by persons permitted to sell these securities in those jurisdictions.
The securities offered under this short form prospectus have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States of America (the “United States” or “U.S.”) or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the U.S. Securities Act) unless exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws are available. This short form prospectus does not constitute an offer to sell or a solicitation or an offer to buy any of the securities offered hereby within the United States or to, or for the benefit of, U.S.
persons. See “Plan of Distribution”.
Information has been incorporated by reference in this short form prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of Aurora Cannabis Inc., 1500, 1199 West Hastings Street, Vancouver, British Columbia, V6E 3T5, Telephone: 1-844-601- 2448, and are also available electronically at www.sedar.com. PRELIMINARY SHORT FORM PROSPECTUS New Issue January 11, 2018 AURORA CANNABIS INC. $200,000,000 $200,000,000 aggregate principal amount of 5.0% Unsecured Convertible Debentures This short form prospectus (the “Prospectus”) qualifies the distribution of $200,000,000 aggregate principal amount of 5.0% unsecured convertible debentures (the “Debentures”) of Aurora Cannabis Inc.
(the “Company” or “Aurora”) at a price of $1,000 per Debenture (the “Offering Price”) (the “Offering”). The Debentures are being issued pursuant to an underwriting agreement dated January 11, 2018 (the “Underwriting Agreement”) between the Company and Canaccord Genuity Corp. (the “Lead Underwriter”) and PI Financial Corp., Beacon Securities Limited, Eight Capital, GMP Securities L.P. and Mackie Research Capital Corporation (collectively with the Lead Underwriter, the “Underwriters”). The Offering Price and other terms of the Offering were determined by arm’s length negotiation between the Company and the Underwriters.
See “Plan of Distribution”.
The Debentures will be issuable pursuant to a convertible debenture indenture to be entered into as of the Closing Date (as hereinafter defined) (the “CD Indenture”) between the Company and Computershare Trust Company of Canada (“Computershare”), as indenture trustee in respect of the Debentures. The Debentures will have a maturity date of two years from the Closing Date (the “Maturity Date”) and will bear interest at 5.0% per annum from the Closing Date, payable semi-annually in arrears on June 30 and December 31 of each year commencing June 30, 2018. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day
- ii - LEGAL_28435420.5 months. The June 30, 2018 interest payment will represent accrued interest for a period from the Closing Date to June 30, 2018. The Debentures will be convertible, at the holder’s option, into common shares (the “Debenture Shares”) of the Company at the price of $13.05 per Debenture Share (the “Conversion Price”), subject to adjustment in certain events, at any time prior to the close of business on the last business day immediately preceding the Maturity Date. The Company may force the conversion of the principal amount of the then outstanding Debentures on not less than 30 days’ notice should the daily volume weighted average trading price of the common shares of the Company (the “Common Shares”) on the Toronto Stock Exchange (the “TSX”) be greater than $17.00 for any 10 consecutive trading days.
Upon a change of control of the Company, holders of the Debentures will have the right to require the Company to repurchase their Debentures, in whole or in part, on the date that is 30 days following the giving of notice of the change of control, at a price equal to 104% of the principal amount of the Debentures then outstanding plus accrued and unpaid interest thereon. If 90% or more of the principal amount of the Debentures outstanding on the date of the notice of the change of control have been tendered for redemption, the Company will have the right to redeem all of the remaining Debentures at such price See “Description of Securities Being Distributed”.
The earnings coverage ratios with respect to the Debentures are less than one-to-one. The Company would have required an increase of $28,763,648 and $17,803,223 in the numerator of this earnings coverage ratio for the twelve months ended June 30, 2017 and twelve months ended September 30, 2017, respectively, in order to achieve an earnings coverage ratio of one-to-one for such period. See “Earnings Coverage Ratios”.
There is no market through which the Debentures may be sold, and purchasers may not be able to resell the Debentures acquired pursuant to the Offering. This may affect the pricing of the Debentures in the Secondary Markets, the transparency and availability of trading prices, the liquidity of the Debentures and the extent of issuer regulation. An investment in the Debentures is speculative and involves a significant degree of risk. See “Risk Factors”. The Common Shares are listed and posted for trading on the TSX under the symbol “ACB” and on the OTCQX Best Market (the “OTCQX”) under the symbol “ACBFF.
On January 4, 2018, the last trading day prior to the date that the Company entered into the engagement letter with the Lead Underwriter with respect to the Offering, the closing price of the Common Shares on the TSX and the OTCQX was $13.04 and US$10.47, respectively. On January 10, 2018, the last trading day prior to the date of this Prospectus, the closing price of the Common Shares on the TSX and the OTCQX was $13.33 and US$10.64, respectively.
Price to the Public Underwriters’ Fee(1) (3) Net Proceeds to the Company(2) Per Debenture . . Per Debenture (President’s List . . Total . . $1,000 $1,000 $200,000,000 $32.50 $16.50 $6,468,000(4) $967.50 $983.50 $193,532,000(4) (1) Pursuant to the Underwriting Agreement, the Company has agreed to pay to the Underwriters a fee equal to 3.25% of the gross proceeds of the Offering (the “Underwriters’ Fee”), subject to a reduced fee of 1.65% for Debentures sold by the Underwriters to certain purchasers designated by the Company who may purchase up to an aggregate of $2,000,000 aggregate principal amount of Debentures (the “President’s List”).
See “Plan of Distribution”. (2) After deducting the Underwriters’ Fee, but before deducting the expenses of the Offering, which are estimated to be $400,000, which, together with the Underwriters’ Fee, will be paid out of the gross proceeds of the Offering. (3) The Underwriters have been granted an over-allotment option, exercisable, in whole or in part, at the sole discretion of the Underwriters, at any time not later than the 30th day after the Closing Date, to purchase from the Company up to an additional $30,000,000 aggregate principal amount of Debentures (the “Additional Debentures”) at the Offering Price to cover the Underwriters’ over-allocation position, if any, and for market stabilization purposes (the “Over-Allotment Option”).
If the Over-Allotment Option is exercised in full for Additional Debentures and assuming $2,000,000 aggregate amount of Debentures are purchased under the President’s List, the total “Price to the Public”, “Underwriters’ Fee” and “Net Proceeds to the Company” will be $230,000,000, $7,443,000 and $222,557,000, respectively. This Prospectus qualifies the grant of the Over-Allotment Option and the distribution of the Additional Debentures issuable upon exercise of the Over-Allotment Option. A purchaser who acquires securities forming part of the Underwriters’ over- allocation position acquires those securities under this Prospectus, regardless of whether the over-allocation position is
- iii - LEGAL_28435420.5 ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. See “Plan of Distribution. (4) Assuming $2,000,000 aggregate principal amount of Debentures are sold under the President’s List. Unless the context otherwise requires, when used herein, all references to “Offering”, “Debentures” and “Debenture Shares” include the Additional Debentures issuable upon exercise of the Over-Allotment Option. The Underwriters, as principal, conditionally offers the Debentures, subject to prior sale, if, as and when issued by the Company and accepted by the Underwriters in accordance with the conditions contained in the Underwriting Agreement referred to under “Plan of Distribution” and subject to approval of certain legal matters relating to the Offering on behalf of the Company by McMillan LLP and on behalf of the Underwriters by DLA Piper (Canada) LLP.
An investment in the Debentures involves a high degree of risk. Prospective investors should consider the risk factors described under “Risk Factors” in this Prospectus and in the Company’s Annual Information Form (as defined herein), which is incorporated herein and can be found on SEDAR at www.sedar.com, before purchasing the Debentures. The Underwriters propose to offer the Debentures initially at the Offering Price. After the Underwriters have made a reasonable effort to sell all of the Debentures at such price, the Offering Price may be decreased and may be further changed from time to time to an amount not greater than the Offering Price, and the compensation realized by the Underwriters will be decreased by the amount that the aggregate price paid by purchasers for the Debentures is less than the proceeds paid by the Underwriters to the Company.
See “Plan of Distribution”.
Subject to applicable laws and in connection with the Offering, the Underwriters may effect transactions which stabilize or maintain the market price of the Common Shares at levels other than those which otherwise might prevail on the open market. Such transactions, if commenced, may be discontinued at any time. See “Plan of Distribution”. Subscriptions will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. The closing of the Offering is expected to occur on or about January 31, 2018 or such other date as may be agreed upon by the Company and the Underwriters (the “Closing Date”); however, the Debentures are to be taken up by the Underwriters, if at all, on or before a date that is not later than 42 days after the date of the receipt for the final short form prospectus.
Other than pursuant to certain exceptions, the Debentures will be available for delivery in the book-based system through CDS Clearing and Depository Services Inc. (“CDS”) or its nominee and will be deposited with CDS on the Closing Date in electronic form. A purchaser of Debentures will receive only a customer confirmation from the Underwriters or other registered dealer who is a CDS participant (a “CDS Participant”) through which the Debentures are purchased. CDS will record the CDS participants who hold Debentures on behalf of owners who have purchased Debentures in accordance with the book-based system.
Purchasers who are not issued certificates evidencing the Debentures which are subscribed for by them at closing are entitled, under the Business Corporations Act (British Columbia), to request that certificates be issued in their name. Such a request will need to be made through the CDS Participant through whom the beneficial interest in the securities is held at the time of the request. The Company has applied to list the Debenture Shares on the TSX. Listing will be subject to the Company meeting the listing requirements of the TSX.
Prospective investors should rely only on the information contained or incorporated by reference in this Prospectus. The Company and the Underwriters have not authorized anyone to provide prospective investors with information different from that contained or incorporated by reference in this Prospectus. The Underwriters are offering to sell and seeking offers to buy the Debentures only in jurisdictions where, and to persons to whom, offers and sales are lawfully permitted. Readers should not assume that the
- iv - LEGAL_28435420.5 information contained in this Prospectus is accurate as of any date other than the date on the cover page of this Prospectus.
Prospective purchasers are advised to consult their own tax advisors regarding the application of Canadian federal income tax laws to their particular circumstances, as well as any other provincial, foreign and other tax consequences of acquiring, holding or disposing of the Debentures, including the Canadian federal income tax consequences applicable to a foreign controlled Canadian corporation that acquires the Debentures.
Unless otherwise indicated, all references to dollar amounts in this Prospectus are to Canadian dollars. The Company’s head office is located at 1500, 1199 West Hastings Street, Vancouver, British Columbia, V6E 3T5. The Company’s registered office is located at Suite 1500-1055 West Georgia Street, Vancouver, British Columbia, V6E 4N7.
LEGAL_28435420.5 TABLE OF CONTENTS Page CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION . . 1 ELIGIBILITY FOR INVESTMENT . . 3 DOCUMENTS INCORPORATED BY REFERENCE . . 4 MARKETING MATERIALS . . 6 THE COMPANY . .
7 CONSOLIDATED CAPITALIZATION . . 12 EARNINGS COVERAGE RATIO . . 14 USE OF PROCEEDS . . 14 PLAN OF DISTRIBUTION . . 16 CERTAIN CANADIAN FEDERAL TAX CONSIDERATIONS . . 19 DESCRIPTION OF SECURITIES BEING DISTRIBUTED . . 24 PRIOR SALES . . 25 TRADING PRICE AND VOLUME . . 34 RISK FACTORS . . 35 AUDITORS, TRANSFER AGENT AND REGISTRAR . . 38 LEGAL MATTERS . . 38 PURCHASERS’ STATUTORY RIGHTS . . 39 CERTIFICATE OF THE COMPANY . . C-1 CERTIFICATE OF THE UNDERWRITERS . . C-2
1 LEGAL_28435420.5 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION This Prospectus and the documents incorporated by reference herein contains information which may constitute “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information involves statements that are not based on historical information, but rather relate to future operations, strategies, financial results or other developments. Forward-looking information is necessarily based upon estimates and assumptions, which are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company’s control and many of which, regarding future business decisions, are subject to change.
These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking information made by or on the Company’s behalf. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. All factors should be considered carefully and investors should not place undue reliance on the Company’s forward- looking information as actual results may vary.
Examples of such forward-looking information within this Prospectus include statements relating to: expected use of proceeds of the Offering, completion and timing of the Offering, completion and timing of further strategic acquisitions and investments, completion of construction and commencement of operations at Aurora’s facilities, the yield from marijuana growing operations, product demand, changes in prices of required commodities, competition, government regulations, compliance with the Securities Regulators’ (as hereinafter defined) requirements regarding the CanniMed take-over bid, the entering into of the Danish JV (as hereinafter defined), the construction of the Danish JV facility, production estimates for the Danish JV facility and completion of the TGOD Investment (as hereinafter defined).
Forward-looking information is made based on management’s beliefs, estimates and opinions and is given only as of the date of this Prospectus. The Company undertakes no obligation to update forward-looking information if these beliefs, estimates and opinions or other circumstances should change, except as may be required by applicable law.
Forward-looking information reflects the Company’s current views with respect to expectations, beliefs, assumptions, estimates and forecasts about the Company’s business and the industry and markets in which the Company operates. Forward-looking information is not a guarantee of future performance and involves risks, uncertainties and assumptions, which are difficult to predict. Assumptions underlying the Company’s expectations regarding forward-looking statements or information contained in this Prospectus include, among others, the Company’s ability to comply with applicable governmental regulations and standards, the Company’s success in implementing its strategies and achieving its business objectives, the Company’s ability to raise sufficient funds from equity or other financings in the future to support its operations, and general business and economic conditions.
The foregoing list of assumptions is not exhaustive.
Persons reading this Prospectus are cautioned that forward-looking information is only a prediction, and that the Company’s actual future results or performance are subject to certain risks and uncertainties including: the construction of Aurora Sky, its associated costs, and receipt of licenses from Health Canada to produce and sell medical cannabis from this facility; the completion of the Company’s Québec facilities, and receipt of Health Canada license; performance of the Company’s business and operations; the Company’s expectations regarding revenues, expenses and anticipated costs; future production costs and capacity; the ability to renew the Company’s licenses from Health Canada;
2 LEGAL_28435420.5 whether Aurora will have sufficient working capital and its ability to raise additional financing required in order to develop its business and continue operations; industry growth trends, including with respect to projected sales and number of patients; the ability of the Company to successfully complete its proposed take-over bid of CanniMed; the legalization of cannabis for recreational use in Canada, including federal and provincial regulations pertaining thereto and the timing related thereof and the Company’s intentions to participate in such market, if and when such market is legalized; the medical benefits, viability, safety, efficacy, dosing and social acceptance of cannabis; the Company’s plans with respect to the payment of dividends; the impact of general business and economic conditions; whether Aurora will continue to be in compliance with regulatory requirements; the ability of the Company to complete the TGOD Investment; the successfull negotiation of a final agreement for the Danish JV and construction of the Danish JV facility, its associated costs; and whether the key personnel will continue their employment with Aurora.
Some of the important risks and uncertainties that could affect forward-looking statements are described in this Prospectus. Should one or more of these risks and uncertainties materialize, or should underlying factors or assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. Material factors or assumptions involved in developing forward-looking statements include, without limitation, that: the Company will continue to hold its license from Health Canada and be able to renew such license on a timely basis; the Company successfully complying with the regulatory requirements for Licensed Producers as set out by the ACMPR (as hereinafter defined) and Health Canada; the laws, regulations and guidelines generally applicable to the medical cannabis industry not changing in ways currently unforeseen by the Company; the proposed laws, regulations and guidelines generally applicable to the adult-use recreational cannabis industry not changing in ways currently unforeseen by the Company; future clinical research studies on the effects of medical cannabis do not lead to conclusions that dispute or conflict with the Company’s understanding and belief regarding the medical benefits, viability, safety, efficacy, dosing and social acceptance of cannabis; the medical cannabis industry and market in Canada will continue to grow, and the Company will be successful in this new industry and market; the Company has the ability to compete for market share with other companies, including Licensed Producers, which may have longer operating histories and more financial resources, manufacturing and marketing experience than the Company;
3 LEGAL_28435420.5 the Company is able to attract or retain key personnel with sufficient experience in the medical cannabis industry, and has the ability to attract, develop, and retain additional employees required for the Company’s development and future success; the Company will not encounter significant interruption in its access to certain key inputs such as raw materials, electricity, water and other utilities; Aurora will have sufficient working capital and be able to secure additional funding necessary for the continued development of its products and business interests; the Company will successfully integrate acquired businesses and assets; and the Company will continue to be successful in acquiring assets and investments that strategically fit and at competitive prices.
This list is not exhaustive of the factors that may affect any of forward-looking statements or information of the Company. Further, any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by applicable law, the Company does not undertake any obligation to update any forward- looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for management of the Company to predict all such factors and to assess in advance the impact of each such factor on the business of the Company or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement.
See “Risk Factors”. Although Aurora believes that the expectations conveyed by the forward-looking statements are reasonable based on the information available to it on the date such statements were made, no assurances can be given as to future results, approvals or achievements. The forward-looking statements contained in this Prospectus and the documents incorporated by reference herein are expressly qualified by this cautionary statement. ELIGIBILITY FOR INVESTMENT In the opinion of McMillan LLP, counsel to the Company, and DLA Piper (Canada) LLP, counsel to the Underwriters, based on the provisions of the Income Tax Act (Canada) (the “Tax Act”) as of the date hereof, provided that the Common Shares are listed on a designated stock exchange (which currently includes the TSX), the Debentures and the Debenture Shares, if issued on the date hereof, would be “qualified investments” under the Tax Act for a trust governed by a registered retirement savings plan (“RRSP”), registered retirement income fund (“RRIF”), deferred profit sharing plan (except in the case of Debentures, a deferred profit sharing plan to which the Company, or an employer that does not deal at arm’s length with the Company, has made a contribution), registered education savings plan (“RESP”), registered disability savings plan (“RDSP”) and tax-free savings account (“TFSA”), collectively, “Deferred Plans”.
Notwithstanding that the Debentures and Debenture Shares may be a “qualified investment”, the annuitant under an RRSP or RRIF, the holder of a TFSA or RDSP or the subscriber of an RESP, will be subject to a penalty tax if such Debentures or Debenture Shares are a “prohibited investment” (as defined in the Tax Act). The Debentures or Debenture Shares will generally not be a “prohibited investment” for a relevant Deferred Income Plan, provided that (i) the holder of the TFSA or RDSP, the subscriber of the RESP or the annuitant under the RRSP or the RRIF, as the case may be, deals at arm’s length with the Company for purposes of the Tax Act and does not have a “significant interest” (as defined in the Tax Act) in the Company or (ii) in the case of Debenture Shares, such Debenture Shares are “excluded property” (as defined in the Tax Act for purposes of these rules) for the TFSA, RRSP, RESP, RDSP or RRIF.
Holders should consult their own tax advisors to ensure that the Debentures or Debenture Shares would not be a prohibited investment for a trust governed by a Deferred Income Plan in their particular circumstances.
4 LEGAL_28435420.5 DOCUMENTS INCORPORATED BY REFERENCE The following documents filed with the securities commission or similar regulatory authority in each of the Provinces of Canada, except Québec, are available at www.sedar.com and are specifically incorporated by reference into, and form an integral part of, this Prospectus: the annual information form of the Company for the year ended June 30, 2017 dated September 25, 2017 (the “Annual Information Form”); the audited consolidated financial statements of the Company, and the notes thereto for the years ended June 30, 2017 and 2016, together with the auditors’ report thereon; the management’s discussion and analysis of financial condition and results of operations for the year ended June 30, 2017; the unaudited condensed interim consolidated financial statements of the Company for the three months ended September 30, 2017, and the notes thereto; the management’s discuss and analysis of financial condition and results of operations for the three months ended September 30, 2017; the management information circular of the Company dated October 2, 2017 distributed in connection with the Company’s annual and special meeting of shareholders to be held on November 13, 2017; the material change report dated July 10, 2017 regarding the receipt of conditional approval to list on the TSX; the material change report dated July 12, 2017 regarding passing the first stage of German domestic production tender application process to become a licensed producer of medical cannabis in Germany; the material change report dated July 13, 2017 regarding hosting an Australian delegation led by the Minister of Agriculture and Minister of Regional Development; the material change report dated July 18, 2017 regarding entering a technical services agreement with Cann Group Limited (“Cann Group”); the material change report dated July 21, 2017 regarding the listing and trading of the Common Shares on the TSX; the material change report dated July 24, 2017 regarding ringing the bell at start of trading on the TSX; the material change report dated July 31, 2017 regarding the proposed strategic investment in Hempco Foods and Fiber Inc.
(“Hempco”); the material change report dated July 31, 2017 regarding the debenture conversion by Radient Technologies Inc. (“Radient”); the material change report dated August 8, 2017 regarding the appointment of certain Vice Presidents; the material change report dated August 31, 2017 regarding an operation update; the material change report dated September 18, 2017 regarding the completion of an investment in Hempco;
5 LEGAL_28435420.5 the material change report dated September 19, 2017 regarding the receipt of permits required to ship dried cannabis flower from Canada to Germany; the material change report dated September 26, 2017 regarding the announcement of the fourth quarter and financial year end financial results; the material change report dated September 28, 2017 regarding entering into a hardware supply agreement with Namaste Technologies Inc.; the material change report dated September 29, 2017 regarding the grant of restricted share units and stock options; the material change report dated October 2, 2017 regarding the acquisition of BC Northern Lights Enterprises Ltd.
(“BCNL”) and Urban Cultivator Inc. (“UCI”); the material change report dated October 5, 2017 regarding the launch of Aurora Envoy™, a patent- pending live plant transporter to target home the home grow market; the material change report dated October 10, 2017 regarding the announcement of the Offering; the material change report dated October 10, 2017 regarding the upsize of the Offering; the material change report dated October 16, 2017 regarding the Concurrent Private Placement; the material change report dated October 23, 2017 regarding the extension towards finalizing an agreement with Radient; and the material change report dated November 2, 2017 regarding the completion of a $69 million unit offering and $6 million concurrent private placement; the material change report dated November 6, 2017 regarding the signing of a master services agreement and an investor rights agreement with Radient; the material change report dated November 6, 2017 regarding the start of vaporizer sales through the Company’s website; the material change report dated November 7, 2017 regarding the conversion of the balance of a $25 million debenture; the material change report dated November 7, 2017 regarding the start of vaporizer sales through the Company’s website; the material change report dated November 9, 2017 regarding the Company’s Q1 fiscal 2018 results; the material change report dated November 9, 2017 regarding the approval by Hempco shareholders of the Company’s investment; the material change report dated November 14, 2017 announcing the 2017 annual general meeting results; the material change report dated November 14, 2017 regarding the submission of a proposal to the CanniMed Therapeutics Inc.
(“CanniMed”) board; the material change report dated November 15, 2017 regarding the acceleration of a warrant expiry date for anticipated proceeds of $50.8 million;
6 LEGAL_28435420.5 the material change report dated November 16, 2017 announcing a $100 million financing; the material change report dated November 16, 2017 regarding the conversion of the remaining balance of a $75 million debenture; the material change report dated November 20, 2017 announcing the Company’s intention to launch a take- over bid for CanniMed; the material change report dated November 29, 2017 announcing that the Company launched a take-over bid for CanniMed; the material change report dated November 29, 2017 announcing completion of the Offering; the material change report dated January 5, 2018 announcing the Offering; and the management information circular dated December 8, 2017, in respect of shareholder approval for the Common Shares to be issued by the Company pursuant to the take-over bid for CanniMed.
Material change reports (other than confidential reports), business acquisition reports, annual financial statements, interim financial statements, the associated management’s discussion and analysis of financial condition and results of operations and all other documents of the type referred to in section 11.1 of Form 44-101F1 of National Instrument 44-101 – Short Form Prospectus Distributions to be incorporated by reference in a short form prospectus, filed by the Company with a securities commission or similar regulatory authority in Canada after the date of this Prospectus and before completion or withdrawal of the Offering, will be deemed to be incorporated by reference into this Prospectus.
The documents incorporated or deemed to be incorporated herein by reference contain meaningful and material information relating to the Company and readers should review all information contained in this Prospectus and the documents incorporated or deemed to be incorporated by reference herein. Any statement contained in a document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for the purposes of this Prospectus to the extent that a statement contained in this Prospectus or in any subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.
Any statement so modified or superseded will not constitute a part of this Prospectus, except as so modified or superseded. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the statement or document that it modifies or supersedes. The making of such a modifying or superseding statement will not be deemed an admission for any purpose that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.
Copies of the documents incorporated herein by reference may also be obtained on request without charge from the Corporate Secretary of Aurora Cannabis Inc., 1500, 1199 West Hastings Street, Vancouver, British Columbia, V6E 3T5, Telephone: 1-844-601-2448. MARKETING MATERIALS Any “template version” of any “marketing materials” (each as defined in National Instrument 41-101 – General Prospectus Requirements) filed under the Company’s profile on SEDAR at www.sedar.com after the date of this Prospectus and before the termination of the distribution under the Offering will be deemed to be incorporated by reference into this Prospectus.
7 LEGAL_28435420.5 THE COMPANY Aurora Cannabis Inc. was incorporated under the Business Corporations Act (British Columbia) on December 21, 2006 as Milk Capital Corp. On September 3, 2010, the Company changed its name to Prescient Mining Corp. Effective October 2, 2014, the Company changed its name to its present name, Aurora Cannabis Inc. The head office of the Company is located at Suite 1500, 1199 West Hastings Street, Vancouver, British Columbia, V6E 3T5. The registered office of the Company is located at Suite 1500, 1055 West Georgia Street, Vancouver, British Columbia, V6E 4N7.
The Company’s Common Shares are listed on the TSX under the trading symbol “ACB” and on the OTCBB under the symbol “ACBFF”.
The Company is a reporting issuer in Canada in the Provinces of British Columbia, Alberta, Ontario and Quebec. The Company’s principal business is the production and distribution of medical cannabis in Canada pursuant to the Access to Cannabis for Medical Purposes Regulations (“ACMPR”), through its wholly-owned subsidiary, Aurora Cannabis Enterprises Inc. (“ACE”). Through its wholly-owned German subsidiary, Pedanios GmbH (“Pedanios”), the Company is a licensed pharmaceutical wholesaler and licensed narcotics dealer of medical marijuana in Germany and the European Union pursuant to section 52a of the Medicinal Products Act, Arzneimittelgesetz, and section 3 of the German Narcotic Drugs Act, Betäubungsmittelgesetz, respectively.
On February 17, 2015 and November 27, 2015, ACE received its licenses to produce and sell dried medical cannabis respectively. The licenses qualify Aurora as a “Licensed Producer” as defined in the ACMPR, and are fundamental to the operation of the business of the Company. On January 4, 2016, ACE generated its first sale of dried cannabis products. On February 16, 2016, ACE received its license to produce cannabis oil products, and on January 20, 2017, ACE received its license to sell cannabis oil products to registered patients under the ACMPR. On April 19, 2017, the Company generated its first sale of cannabis oil products.
On June 16, 2017, ACE obtained from Health Canada a two-year renewal of its license to produce and sell dried cannabis and cannabis oils at the Company’s production facility in Mountain View County near Cremona, Alberta. Additionally, the Company has received a license to cultivate cannabis at its facility in Pointe Claire, Québec and anticipates receiving a license to sell cannabis from such facility in the coming months. Pedanios has a permit under Section 3 of the German Narcotics Act, which is supervised by the Bundesopiumstelle (the federal narcotics control board) and two licences pursuant to Sections 52 and 72 of the German Medicinal Act, which is supervised by Landesamt fur Gesundheit und Soziales, as a pharmaceutical wholesaler and narcotics dealer of medical marijuana on July 23, 2015 and March 10, 2017, respectively.
The Company, through its wholly-owned subsidiary, CanvasRx Inc. (“CanvasRx”), provides counseling and outreach service to help patients learn about how to safely and effectively use medical cannabis, select a strain from the hundreds available in Canada and register with their choice of licensed producer. The Company, through its wholly-owned subsidiaries, BCNL and UCI, is involved in the production and sale of proprietary systems for the indoor cultivation of cannabis, organic microgreens, vegetables and herbs which will cater to the home-growing adult-use recreational market upon legalization, which is anticipated to occur in July 2018.
The Company controls Hempco, a producer of industrial hemp products committed to developing hemp foods, hemp fiber and hemp nutraceuticals, a “Tri-crop” opportunity for producers and processors.
8 LEGAL_28435420.5 The Company, through its wholly-owned subsidiary, Aurora Larssen Projects Inc. (“Aurora Larssen”), is in the business of consulting on the design, engineering, and construction oversight for advanced greenhouse cultivation facilities. Aurora’s strategy and vision is to build a leading, integrated global cannabis company through: the construction of highly-efficient purpose-built facilities that allow the Company to produce significant volumes of low-cost, high quality cannabis; an aggressive and strategically focused international expansion; strong brand differentiation; and industry leading board, management and production teams.
In July 2017, Pedanios successfully passed the first stage of the tender application process to become a licensed producer of medical cannabis in Germany. As a result of initial stage evaluations, the German Federal Institute for Medicines and Medical Products, requested Pedanios’ participation in the second and final stage of the application process which involves a competitive bid proposal and contract negotiations to cultivate, process, store, package and deliver cannabis for medical purposes in Germany (the “German Bid Process”). Results of the German Bid Process are expected in the first quarter of 2018.
If the Company is successful in the German Bid Process, it intends to acquire property and to build a cannabis production facility in German. If the Company is unsuccessful in the German Bid Process, the Company will explore other European countries with a federally legal cannabis production and export framework in which to build a production facility. Recent developments On September 29, 2017, the Company acquired BCNL and UCI, leading companies in the production and sale of proprietary systems for the indoor cultivation of cannabis, organic microgreens, vegetables and herbs. The acquisition represents an important step to serve patients who choose to grow their own cannabis and ultimately, the adult recreational market in Canada upon the anticipated legalization in July 2018, as well as provides differentiation into the rapidly growing healthy lifestyle-driven urban garden market.
The Company acquired all of the issued and outstanding shares of BCNL and UCI for a total consideration, including future performance based milestones, of up to $8.1 million. Pursuant to the acquisition agreement, the Company may pay up to $4 million upon achievement of future performance milestones related to earnings before interest, taxes, depreciation and amortization that are earned before October 31, 2020.
On November 2, 2017, the Company completed a public offering and a concurrent private placement of units, raising gross proceeds of $69 million and $6 million, respectively. To date, the Company used $45.7 million of the proceeds from these offerings as follows: 1. $18 million to increase its investment in Cann Group Australia; 2. $12 million to increase its investment in Radient; and 3. $15.7 million towards the purchase of CanniMed shares. On November 6, 2017, the Company and Radient finalized a Master Services Agreement pursuant to which Radient has agreed to perform certain services for Aurora using its proprietary MAP™ technology, as well as other technologies, as an independent contractor in relation to the development, commercialization and supply of standardized cannabis extracts.
The agreement has an initial term of five years, with an option for Aurora to renew the agreement for an additional five years.
On November 15, 2017, the Company acquired a 23% interest, on an undiluted basis, in Hempco through a private placement of Hempco’s common shares. Additionally, the Company has an option to increase its ownership of Hempco to over 50% through: (i) the exercise of warrants that were issued to the Company pursuant to the private placement; and (ii) the exercise of a call option agreement to purchase shares from two of the Hempco shareholders.
9 LEGAL_28435420.5 Hempco is one of the world’s largest producers of industrial hemp products and is committed to developing hemp foods, hemp fiber and hemp nutraceuticals, a “Tri-crop” opportunity for producers and processors.
Hempco is expanding its processing ability to meet global demands in a 56,000 square foot facility located in Nisku, Alberta. On November 24, 2017, the Company formally commenced its offer to purchase all of the issued and outstanding common shares of CanniMed. CanniMed shareholders will be entitled to receive a maximum of $24 per CanniMed share or 4.52586207 Aurora shares, based on the 20-day volume weighted average price of Aurora. In connection with the offer, Aurora has entered into irrevocable lock-up agreements in support of its proposal from shareholders representing approximately 38% of CanniMed’s outstanding shares.
On November 28, 2017, the Company completed a private placement of 115,000 special warrants (the “Special Warrants”) of the Company issued at the price of $1,000 per Special Warrant, for aggregate gross proceeds of $115,000,000 (the “Special Warrant Offering”). Each Special Warrant is automatically exercisable into $1,000 principal amount of 6.0% unsecured convertible debentures of the Company (the “SW Debentures”) on the date that is the earlier of: (i) the date that is three business days following the date on which the Company obtains a receipt from the applicable securities regulatory authorities in Canada for a (final) short form prospectus qualifying the distribution of the SW Debentures, and (ii) the date that is four months and one day after the closing date of the Special Warrant Offering.
The SW Debentures will have a maturity date of five years from the closing date of the Special Warrant Offering will bear interest from their exercise date at 6.0% per annum, payable semi- annually on June 30 and December 31 of each year. The SW Debentures will be convertible, at the option of the holder, into Common Shares at any time prior to the close of business on the maturity date of the SW Debentures at a conversion price of $6.50 per Common Share. Upon a change of control of the Company, holders of the SW Debentures will have the right to require the Company to repurchase their SW Debentures, in whole or in part, on the date that is 30 days following the giving of notice of the change of control, at a price equal to 104% of the principal amount of the SW Debentures then outstanding plus accrued and unpaid interest thereon.
If 90% or more of the principal amount of the SW Debentures outstanding on the date of the notice of the change of control have been tendered for redemption, the Company will have the right to redeem all of the remaining SW Debentures at such price. The Company filed a final short form prospectus on January 2, 2018 and an amendment No. 1 to the final short form prospectus on January 5, 2018 to qualify the distribution of the SW Debentures. The Company received a receipt for the amendment No.1 and the SW Debentures are deemed to be issued on January 12, 2018. On November 30, 2017, the Company completed the acquisition of H2 Biopharma Inc.
(“H2”). H2 is currently completing a state-of-the-art, purpose-built 48,000 square foot cannabis production facility which upon completion is projected to produce approximately 4,500 kilograms of high-quality cannabis per annum. The facility is located on 46 acres of land with significant expansion potential, which H2 has the right to acquire for $136,000. The Company acquired all of the issued and outstanding shares of H2 for aggregate consideration, including milestone payments related to receipt of cultivation and sales licenses under the ACMPR, of up to $25 million payable in Aurora common shares.
On closing, the Company issued 4,789,273 common shares of which, 2,878,935 common shares are held in escrow and will be released upon achievement of the milestones. On December 4, 2017, the Company completed the acquisition of Larssen Ltd. (“Larssen”), a Canadian company that consults on the design, engineering, and construction oversight for advanced greenhouse cultivation facilities. Larssen is overseeing the construction of the Company’s Aurora Sky facility. The Company acquired all of the issued and outstanding shares of Larssen for aggregate consideration of up to $13.5 million. In closing, the Company paid $3,500,000 and shall pay an additional $2,500,000 and $1,500,000 on the first and second anniversary of the closing date, respectively.
In addition, pursuant to the acquisition agreement, the Company may pay up to $6,000,000 upon achievement of future performance milestones related to construction projects completed by Larssen.
On December 4, 2017, the Company announced that it has increased its ownership stake in Cann Group from 19.9% to 22.9% by participating in Cann Group’s latest underwritten placement of shares price at AUS $2.50 per share. Cann Group is Australia’s first company licensed to do research on and cultivate cannabis for medical purposes. The Company currently has two small-scale facilities, and has commenced working on a Phase III, 172,000 square foot expansion. The funds raised by Cann Group will enable it to accelerate completion of this facility and ramp up production.
10 LEGAL_28435420.5 On December 12, 2017, the Company announced that it will be exercising all of its 15,856,321 common share purchase warrants of Radient for a total cost of $5.8 million.
The Company also subscribed for 4,541,889 units at $1.37 per unit in Radient’s private placement. Each unit consists of one common share and one share purchase warrant exercisable at $1.71 per share for a period of 24 months from closing of the private placement. Consequently, the Company has increased its ownership interest in Radient from 8.8% to 19.18% on an undiluted basis.
In connection with the Company’s take-over bid for CanniMed, Aurora applied to the Financial and Consumer Affairs Authority of Saskatchewan and the Ontario Securities Commission (together, the “Securities Regulators”) for an order to: (i) cease trade the shareholder rights plan that CanniMed's management adopted on November 28, 2017 (the “CanniMed Rights Plan”); and (ii) shorten the minimum deposit period under the Company’s offer from 105 days, to 35 days, from the date of the Company’s offer. CanniMed and the Special Committee of the Board of CanniMed, in turn, sought orders to (i) prevent Aurora from acquiring up to 5% of the outstanding shares of CanniMed on the open market (in accordance to the exemption in section 2.2(3) of National Instrument 62-104 Take-Over Bids and Issuer Bids); (ii) deem Aurora to be acting jointly or in concert with the locked-up shareholders (the “Locked-Up Shareholders”) of CanniMed, and (iii) deem the Company’s offer an “insider bid”.
On December 22, 2017, the Securities Regulators denied the Aurora application to reduce the minimum deposit period and as a result the minimum deposit period will remain open for the minimum 105 day period. In respect of all other applications made by Aurora and those made by CanniMed, the Securities Regulators ruled entirely in favour of Aurora; including making an order to cease trade the CanniMed Rights Plan. The Securities Regulators also rejected the argument that Aurora's bid was an “insider bid” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions and, as such, Aurora does not require a formal valuation.
Further, the Securities Regulators rejected CanniMed’s application to restrict Aurora's ability to make normal course purchases of CanniMed shares on the open market. Furthermore, CanniMed’s application to determine that Aurora and the Locked-Up Shareholders had acted jointly or in concert, and to deem the Company’s offer an insider bid, were also both rejected.
The Securities Regulators also ordered Aurora to provide additional disclosure regarding the circumstances under which, and means by which, it became aware of a board meeting of CanniMed that was scheduled for November 13, 2017, any other information that was obtained directly or indirectly by Aurora from any person who was at the relevant time in a special relationship (as defined in applicable securities legislation) with CanniMed, and that was material to Aurora in structuring, determining the timing of, delivering or implementing the Company’s offer; and any other information within Aurora's knowledge that would reasonably be expected to affect the decision of security holders of CanniMed to accept or reject the Company’s offer.
Aurora will provide this additional disclosure in a news release prior to January 12, 2018.
As of the date hereof, the Company has purchased an aggregate of 682,400 common shares of CanniMed through the facilities of the TSX for the aggregate acquisition cost of $15,707,558, which was funded from cash on hand. On January 4, 2018, the Company signed a binding term sheet for the formation of a joint venture (the “Danish JV”) with Alfred Petersen & Søn (“APS”) pursuant to which the Company will ultimately own a 51% interest in Aurora Nordic Cannabis A/S (“Aurora Nordic”), the Danish JV company, which is based in Odense, Denmark. Upon execution of a final joint venture agreement, Aurora Nordic will commence construction of a 1 million sq.
ft. fully automated cannabis production facility. On January 1, 2018, APS received a licence to cultivate cannabis from Lægemiddelstyrelsen, the Danish Medicines Agency. The Company anticipates cannabis production capacity at the Danish JV facility to be in excess of 120,000 kg per annum. Completion of the first 200,000 sq. ft. of the Danish JV facility is expected in the 3rd quarter of 2018, upon which cultivation will commence. Under the terms of the Danish JV, Aurora Nordic has the option to access to existing greenhouse space that could be utilized for cannabis cultivation starting the summer of 2018.
Upon the completion of certain milestones, the Company and APS intend to fund the Danish JV through a combination of non-dilutive project finance and direct investment by each of the Company and APS, on a on a pro-rata basis. The Company expects to use approximately $61 million from the proceeds of the Offering to fund the production facility construction. On January 4, 2018, the Company entered into a subscription agreement with The Green Organic Dutchman Holdings Inc. (“TGOD”) to purchase an aggregate of $55 million (the “Subscription Amount”) of